2013 Filing Deadline for Annual Returns and Audited Financial Statements
All British Virgin Islands ("BVI") private, professional and public funds ("Funds") are required to submit an annual return to the BVI Financial Services Commission (the "FSC") on or before 30 June 2013. Funds with a financial year end of 31 December 2012 also have a filing deadline for their audited financial statements of 30 June 2013.
Other types of funds that are not registered or recognised under the Securities and Investment Business Act, 2010 ("SIBA") (e.g. closed-ended funds domiciled in the BVI) are not required to submit an annual return or audited financial statements.
Funds could be faced with administrative penalties and/or enforcement action if they fail to meet the deadline.
All Funds are subject to an annual reporting regime under which a mutual fund annual return ("MFAR") must be submitted to the FSC.
Information to be disclosed in MFAR
Each Fund must report on the following:
(a) Basic prudential and governance information, which includes information on its registered agent and functionaries; and
(b) Summary financial information for the relevant reporting period, which includes beginning NAV, total subscriptions, total redemptions, net income/net loss, dividends/distributions, ending NAV and year-end gross assets.
Asset allocation details are also required, but there is no need to set out specific details of individual investments. Details of investors do not have to be disclosed in the MFAR.
When do Annual Returns need to be filed?
The reporting period for the MFAR is every calendar year, ending on 31 December. Funds will be required to submit the MFAR within six months of the end of each reporting period.
Purpose of Annual Returns
The FSC intends to use the information filed in the MFAR to measure and develop the BVI funds industry whilst at the same time meeting international reporting standards. We understand that the FSC will not make the MFAR publicly available, but may share information gathered from the MFAR on an aggregate basis.
Filing Procedure for the MFAR
The MFAR must be submitted to the FSC electronically. To complete and submit the MFAR, please click here.
If you have not previously filed the MFAR electronically, then you will need to register as a new user on the FSC's website and obtain log in details by email.
Please click here for a copy of the FSC's full guidance notes.
If you require assistance with the MFAR please speak with any of the contacts listed at the end of this update.
AUDITED FINANCIAL STATEMENTS
Pursuant to SIBA and the Mutual Funds Regulations, 2010, all Funds are required to appoint, and at all times have, an auditor for the purposes of auditing their financial statements, and are required to submit a copy of their audited financial statements to the FSC within six months of the end of each financial year.
Funds with a financial year ending on 31 December will be required to submit audited financial statements for the 2012 financial year to the FSC on or before 30 June 2013.
Funds must prepare financial statements for each financial year in accordance with one of the prescribed accounting standards or internationally recognised and generally accepted accounting standards equivalent to such prescribed accounting standards.
Exemptions and Extensions
Funds which have not appointed an auditor will need to make a written application to the FSC for an exemption from the requirement to appoint an auditor and submission of audited financial statements. Alternatively, Funds which are not in a position to file the audited financial statements by the annual filing deadline may apply to the FSC for an extension. The FSC may grant a maximum extension of up to nine months following the end of the relevant financial year.
Procedure for Submission
Funds may submit their audited financial statements either directly to the Acting Director of Investment Business at the FSC, Mr Glenford Malone, at email@example.com or through the Fund's authorised representative, Maples Authorised Representative Services (BVI) Limited via any of your usual Maples and Calder contacts.
ENHANCED RECORD KEEPING REQUIREMENTS
Since 2005, BVI business companies have been required under the BVI Business Companies Act, 2004 to keep records that are sufficient to show and explain the company’s transactions and that enable the financial position of the company to be determined with reasonable accuracy at any time. These statutory record keeping requirements on companies remain in force and have now been applied to limited partnerships by way of an amendment to the Partnership Act which came into force in November 2012. BVI companies and partnerships remain entitled to adopt accounting standards appropriate to them in the jurisdictions in which they operate, provided the minimum transparency standard discussed above is met.
The records and underlying documentation that BVI companies and limited partnerships are required to keep must now be kept for a period of at least five years, following the enactment of the Mutual Legal Assistance (Tax Matters) Act, 2012 which also came into force in November 2012. The five year period starts on the date of completion of the transaction to which the records and underlying documentation relate, or the termination of the business relationship to which they relate.
The records and documentation of a company or a limited partnership are not required to be kept in the BVI. However, the company or limited partnership must notify its registered agent of the physical location of its records and underlying documentation, and notify the registered agent within 14 days of any change to that location. As such, all funds that are formed as companies or limited partnerships are required to notify their registered agent in the BVI of the location of the financial records and documents of the fund; in most cases this will be the offices of the fund's administrator. If you have not already done so, please click here to request the form to notify us of the location of the financial records and documents of the fund as soon as practicable.
For more information, please speak with your usual Maples and Calder contact or one of the individuals listed above.